| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SHCR | Common Stock | Disposed to Issuer | -1.92M | -100% | 0 | Oct 22, 2024 | Direct | F1 | ||
| transaction | SHCR | Common Stock | Disposed to Issuer | -960K | -100% | 0 | Oct 22, 2024 | By Arnold Media Group, LLC | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SHCR | Restricted Stock Units | Disposed to Issuer | $0 | -4.04M | -100% | $0.00 | 0 | Oct 22, 2024 | Common Stock | 4.04M | Direct | F3 | |
| transaction | SHCR | Stock Option (right to buy) | Disposed to Issuer | $0 | -1.64M | -100% | $0.00 | 0 | Oct 22, 2024 | Common Stock | 1.64M | $1.05 | Direct | F4 |
| transaction | SHCR | Stock Option (right to buy) | Disposed to Issuer | $0 | -4.31M | -100% | $0.00 | 0 | Oct 22, 2024 | Common Stock | 4.31M | $1.45 | By JL Ferrero Enterprise LLLP | F2, F4 |
| transaction | SHCR | Stock Option (right to buy) | Disposed to Issuer | $0 | -1.64M | -100% | $0.00 | 0 | Oct 22, 2024 | Common Stock | 1.64M | $1.05 | By JL Ferrero Enterprise LLLP | F2, F4 |
| transaction | SHCR | Stock Option (right to buy) | Disposed to Issuer | $0 | -1.69M | -100% | $0.00 | 0 | Oct 22, 2024 | Common Stock | 1.69M | $1.45 | By JL Ferrero Enterprise LLLP | F2, F4 |
| transaction | SHCR | Stock Option (right to buy) | Disposed to Issuer | $0 | -4.07M | -100% | $0.00 | 0 | Oct 22, 2024 | Common Stock | 4.07M | $10.00 | Direct | F4 |
| transaction | SHCR | Stock Option (right to buy) | Disposed to Issuer | $0 | -1.09M | -100% | $0.00 | 0 | Oct 22, 2024 | Common Stock | 1.09M | $1.05 | Direct | F4 |
Justin Ferrero is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the Agreement and Plan of Merger, dated as of June 21, 2024 (the "Merger Agreement"), by and among Sharecare, Inc. ("Sharecare"), Impact Acquiror Inc., a Delaware corporation ("Parent") and Impact Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of Sharecare common stock, par value $0.0001 ("Company Common Stock"), reported in this row was converted into the right to receive a cash payment (without interest and subject to applicable taxes) equal to the per share merger consideration of $1.43 (the "Merger Consideration"). As a result of the Merger, Reporting Person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock. |
| F2 | Reporting Person is the beneficial owner and has sole voting and investment power over the securities reported herein held by this entity. |
| F3 | Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit of Reporting Person ("Company RSU Award") was cancelled and converted into (x) a Contingent Cash Award in an amount in cash equal to (A) 70% of the number of shares of Company Common Stock subject to such Company RSU Award multiplied by (B) the Merger Consideration and (y) a Contingent Unit Award having a capital value at the Effective Time equal to (A) 30% of the number of shares of Company Common Stock subject to such Company RSU Award multiplied by (B) the Merger Consideration. |
| F4 | Pursuant to the Merger Agreement, each outstanding option to purchase shares of Company Common Stock (a "Company Option") that was vested or vested upon the Effective Time was cancelled and converted into the right to receive an amount in cash (without interest) equal to the product of multiplying (A) the number of shares of Company Common Stock subject to the Company Option immediately prior to the Effective Time by (B) the excess, if any of (x) the Merger Consideration over (y) the exercise price per share of Company Common Stock of such Company Option (the "Option Consideration"). In addition, each Company Option (whether vested or unvested and for which the exercise price per Share is equal to or greater than the Merger Consideration) was automatically cancelled at the Effective Time without payment of consideration. |